UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): May 20, 2011

 
Aon Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	 	1-7933	 	36-3051915	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

200 East Randolph Street, Chicago, Illinois	 	60601	
(Address of Principal Executive Offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (312) 381-1000
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e)            Aon Corporation (“Aon”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2011.  At the Annual Meeting, stockholders approved the Aon Corporation 2011 Incentive Plan (the “2011 Plan”).  The Organization & Compensation Committee of the Board of Directors of Aon previously approved the 2011 Plan, subject to stockholder approval.  There will be no further grants under the Aon Stock Incentive Plan, Aon’s previous stockholder-approved equity compensation plan, which expired by its terms on April 20, 2011.  The maximum aggregate number of shares that may be issued under the 2011 Plan is 25,000,000, subject to adjustment under certain circumstances.
 
For a description of the terms and conditions of the 2011 Plan, see “What additional factors should I consider in voting on this proposal?” under “Proposal 5 — Approval of the Aon Corporation 2011 Incentive Plan” in Aon’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2011 (the “2011 Proxy Statement”), which description is incorporated herein by reference.  The description of the 2011 Plan contained in the 2011 Proxy Statement is qualified in its entirety by reference to the 2011 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 20, 2011, the Board of Directors of Aon approved amendments to, and restated, Aon’s bylaws.  The bylaws were amended and restated primarily to:  (i) permit the members of Aon’s Board of Directors and Board Committees to take action by written consent by submitting their respective consent either in writing, or by electronic transmission, as permitted by the Delaware General Corporation Law (the “DGCL”); and (ii) set forth procedural matters relating to contracts or transactions involving interested directors consistent with applicable law, including Section 144 of the DGCL.
 
The amended and restated bylaws became effective on May 20, 2011.
 
The above description is qualified in its entirety by reference to Aon’s amended and restated bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
As noted above, Aon held the Annual Meeting on May 20, 2011.  A total of 301,103,968 shares of Aon’s common stock were represented at the Annual Meeting in person or by proxy, or 91.10% of the total shares entitled to vote.
 
Stockholders voted on the following six proposals at the Annual Meeting, all of which are described in the 2011 Proxy Statement, and cast their votes as described below:
 
1.      The election of sixteen nominees to serve as Directors until Aon’s 2012 Annual Meeting of Stockholders — All of the nominees were elected.

Nominee	 	For	 	Against	 	Abstain	 	Broker Non-Votes	 	
Lester B. Knight	 	253,273,172	 	25,083,680	 	852,991	 	21,891,399	 	
Gregory C. Case	 	275,533,347	 	2,915,950	 	763,272	 	21,891,399	 	
Fulvio Conti	 	275,623,329	 	2,746,403	 	842,837	 	21,891,399	 	
Cheryl A. Francis	 	277,119,086	 	1,271,335	 	821,657	 	21,891,399	 	
Judson C. Green	 	277,952,258	 	449,753	 	810,558	 	21,891,399	 	
Edgar D. Jannotta	 	268,048,713	 	10,375,117	 	788,739	 	21,891,399	 	
Jan Kalff	 	277,629,148	 	772,374	 	810,556	 	21,891,399	 	
J. Michael Losh	 	238,844,076	 	39,433,848	 	934,645	 	21,891,399	 	
R. Eden Martin	 	247,835,566	 	30,515,720	 	861,283	 	21,891,399	 	
Andrew J. McKenna	 	260,279,571	 	18,129,843	 	802,664	 	21,891,399	 	
Robert S. Morrison	 	271,299,130	 	7,098,961	 	814,478	 	21,891,399	 	
Richard B. Myers	 	271,107,013	 	5,267,595	 	837,961	 	21,891,399	 	
Richard C. Notebaert	 	268,140,366	 	10,286,755	 	784,957	 	21,891,399	 	
John W. Rogers Jr.	 	274,555,182	 	3,744,239	 	913,148	 	21,891,399	 	
Gloria Santona	 	270,334,122	 	8,033,014	 	842,960	 	21,891,399	 	
Carolyn Y. Woo	 	264,653,264	 	13,697,842	 	860,972	 	21,891,399	 	
 
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2.      The ratification of the appointment of Ernst & Young LLP as Aon’s independent registered public accounting firm for the year 2011 — This proposal was approved.

For	 	Against	 	Abstain	 	
297,001,270	 	3,194,753	 	907,944	 	
 
3.      An advisory vote on executive compensation — This proposal was approved.

For	 	Against	 	Abstain	 	Broker Non-Votes	 	
225,767,550	 	52,924,107	 	520,912	 	21,891,399	 	
 
4.      An advisory vote on the frequency of holding an advisory vote on executive compensation — Holding an advisory vote on executive compensation every year was approved.

1 Year	 	2 Years	 	3 Years	 	Abstain	 	Broker Non-Votes	 	
229,659,965	 	721,336	 	48,540,929	 	285,577	 	21,891,399	 	
 
Based on these results, Aon’s Board of Directors has determined that Aon will hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of holding an advisory vote on executive compensation.
 
5.      The approval of the Aon Corporation 2011 Incentive Plan — This proposal was approved.

For	 	Against	 	Abstain	 	Broker Non-Votes	 	
163,863,429	 	114,986,411	 	362,729	 	21,891,399	 	

6.      The approval of the Aon Corporation 2011 Employee Stock Purchase Plan — This proposal was approved.

For	 	Against	 	Abstain	 	Broker Non-Votes	 	
266,274,368	 	12,711,484	 	226,413	 	21,891,399	 	
 
Item 9.01. Financial Statements and Exhibits.
 
(a)—(c)    Not applicable.
 
(d)            Exhibits:

Exhibit
Number	 	Description of Exhibit	
3.2	 	Amended and Restated Bylaws of Aon Corporation	
 	 	 	
10.1	 	Aon Corporation 2011 Incentive Plan	
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	Aon CORPORATION	
 	 	
 	By:	/s/ Jennifer L. Kraft	
 	 	Jennifer L. Kraft	
 	 	Vice President and Secretary	
 	 	
Date: May 25, 2011	 	
 
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EXHIBIT INDEX

Exhibit
Number	 	Description of Exhibit	
3.2	 	Amended and Restated Bylaws of Aon Corporation	
 	 	 	
10.1	 	Aon Corporation 2011 Incentive Plan	
 
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Exhibit 3.2
 
[As Amended on May 20, 2011 January 30, 2009 ]
 
AON CORPORATION
BY-LAWS
 
ARTICLE I
 
CORPORATE OFFICES
 
Section 1 .  Delaware registered office .  The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.
 
Section 2 .  Other offices .  The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
 
ARTICLE II
 
MEETINGS OF STOCKHOLDERS
 
Section 1 .  Time and place of meetings .  Meetings of stockholders for any purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
 
Section 2 .  Annual meetings .  The annual meeting of stockholders shall be held on such date and at such time and place as the board of directors may designate.  The date, place and time of the annual meeting shall be stated in the notice of such meeting delivered or mailed to stockholders.  At such annual meeting the stockholders shall elect directors, and transact such other business as may properly be brought before the meeting.  The election of directors need not be by written ballot unless the use of written ballot is requested by any stockholder.
 
Section 3 .  Notice of annual meeting .  Written notice of the annual meeting, stating the place, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days (or in case a vote of stockholders on a Business Combination, as defined in the certificate of incorporation, is one of the stated purposes of the annual meeting, not less than twenty nor more than sixty days) before the date of the meeting.
 
Section 4 .  Stockholder list .  The officer who has charge of the stock ledger of the corporation shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of the corporation.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock

 
ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.
 
Section 5 .  Special meetings .  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, shall be called as provided in the certificate of incorporation.
 
Section 6 .  Notice of special meeting .  Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days (or in case a vote of stockholders on a Business Combination, as defined in the certificate of incorporation, is one of the stated purposes of the meeting, not less than twenty nor more than sixty days) before the date of the meeting.
 
Section 7 .  Notice of Stockholder Business and Nominations .
 
(A)  Annual Meetings of Stockholders.  (1)  Nominations of persons for election to the board of directors of the corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders: (a) pursuant to the corporation’s notice of meeting delivered pursuant to Article II, Section 3 of these by-laws; (b) by or at the direction of the board of directors; or (c) by any stockholder of the corporation who: (i) was a stockholder of record both at the time of giving of notice provided for in this Section 7(A) and at the time of the annual meeting of stockholders; (ii) is entitled to vote at the meeting; and (iii) complies with the notice procedures set forth in this Section 7(A).
 
(2)  For nominations for election to the board of directors of the corporation or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 7, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and such other business must otherwise be a proper matter for action by the stockholders under the laws of the State of Delaware.  To be timely, a stockholder’s notice shall set forth all information required under this Section 7 and shall be delivered to the secretary at the principal office of the corporation not earlier than the close of business on the one hundred twentieth (120 th ) calendar day nor later than the close of business on the ninetieth (90 th ) calendar day prior to the date of the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of an annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after the date of the first anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120 th ) calendar day prior to such annual meeting and not later than the close of business on the later of (i) the ninetieth (90 th ) calendar day prior to such annual meeting and (ii) the 10th calendar day after the day on which public announcement of the date of such annual meeting is first made by the corporation.  In no event shall any adjournment or postponement of an annual meeting or the public announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.
 
To be in proper form, such stockholder’s notice to the secretary must set forth the following:  (a) as to a notice relating to the nomination of a director, as to each person whom the
 
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stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to a notice relating to any business other than the nomination of a director that the stockholder proposes to bring before the meeting: a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom; and (c) as to the stockholder giving the notice and the Stockholder Associated Person, if any, on whose behalf the nomination or proposal is made: (i) the name and address of such stockholder, as they appear on the corporation’s stock transfer books, and of such Stockholder Associated Person, if any; (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such Stockholder Associated Person, if any; (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of stock price changes for, or to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect to any share of stock of the corporation (which information shall be updated by such stockholder as of the record date of the meeting not later than ten (10) days after the record date for the meeting); (iv) a description of all agreements, arrangements and understandings between such stockholder and such Stockholder Associated Person, if any, each proposed nominee and any other person or persons (including their names) in connection with the nomination of a director or the proposal of any other business by such stockholder or such Stockholder Associated Person, if any; (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice; (vi) any other information relating to such stockholder or such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (vii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.
 
(3)  Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 7 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least one hundred (100) calendar days prior to the date of the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this by-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal office of the corporation not later than 5:00 p.m., Central  Time, on the tenth (10 th ) calendar day after the day on which such public announcement is first made by the corporation.
 
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(4)  For purposes of this Section 7, “Stockholder Associated Person” of any stockholder shall mean: (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder; (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder; and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.
 
(B)  Special Meetings of Stockholders.  Subject to the rights of the holders of any shares of Serial Preferred Stock, only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article II, Section 6 of these by-laws.  Subject to the rights of the holders of any shares of Serial Preferred Stock, nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected: (1) pursuant to the corporation’s notice of meeting; (2) by or at the direction of the board of directors; or (3) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the corporation who is: (a) entitled to vote at the meeting; (b) complies with the notice procedures set forth in this Section 7(B); and (c) a stockholder of record both at the time such notice is delivered to the secretary of the corporation and at the time of the special meeting.  In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors of the board of directors, any such stockholder may nominate a person or persons (as the case may be) for election to the board of directors as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 7 with respect to any nomination shall be delivered to the secretary at the principal executive offices of the corporation not earlier than 5:00 p.m., Central  Time, on the one hundred twentieth (120 th ) calendar day prior to such special meeting and not later than 5:00 p.m., Central  Time, on the later of: (i) the ninetieth (90 th ) calendar day prior to such special meeting; and (ii) the tenth (10 th ) calendar day after the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the board of directors to be elected at such meeting.  In no event shall any adjournment or postponement of a special meeting or the public announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.
 
(C)  General.  (1)  Subject to the rights of the holders of any shares of Serial Preferred Stock, only persons who are nominated in accordance with the procedures set forth in this Section 7 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7.  Except as otherwise provided by law, the certificate of incorporation or these by-laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this by-law and, if any proposed nomination or business is not in compliance with this by-law, to declare that such defective proposal or nomination shall be disregarded.
 
(2)  For purposes of this by-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
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(3)  Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 7.  Nothing in this Section 7 shall be deemed to affect any rights of stockholders to request inclusion of proposals in, nor the right of the corporation to omit proposals from, the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.
 
Section 8 .  Quorum .  The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
Section 9 .  Voting and Required Vote .
 
(a)  Unless otherwise provided in the certificate of incorporation, each holder of common stock of the corporation shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder, and each holder of any shares of Serial Preferred Stock to which voting rights have been granted in the certificate of incorporation or any amendment thereto or in the resolutions of the board of directors providing for the issue of such series shall at every meeting of the stockholders be entitled to vote to the extent provided, in person or by proxy; but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  Directors shall be elected in the manner described in paragraph (b) of this Section 9 below; and all other questions brought before any meeting of stockholders at which a quorum is present shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote and present in person or represented by proxy at the meeting, except as otherwise provided by the certificate of incorporation, these by-laws or the laws of the State of Delaware.
 
(b)  A nominee for director shall be elected to the board of directors by a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present.  For purposes of this paragraph (b), a majority of the votes cast shall mean that the number of votes cast for a director nominee exceeds the number of votes cast against that director nominee (with abstentions and broker nonvotes not counted as a vote either for or against that director’s election).  Notwithstanding the foregoing, directors shall be elected by a plurality of the votes cast in person or by proxy at any meeting of stockholders at which the number of nominees for election as directors exceeds the number of directors to be elected as of a date that is ten (10) days prior to the date the corporation files its definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not the proxy statement is thereafter revised or supplemented).
 
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ARTICLE III
 
DIRECTORS
 
Section 1 .  Number and terms of directors .  The number of directors which shall constitute the whole board shall be determined as provided in the certificate of incorporation. Except as provided in Section 2, the directors shall be elected at each annual meeting of stockholders.  Each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.
 
Section 2 .  Vacancies .  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled in the manner provided in the certificate of incorporation.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held by the stockholders to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
 
Section 3.   Chairman of the Board and Lead Director.  The board of directors shall annually elect one of its members to be chairman of the board and shall fill any vacancy in the position of the chairman of the board at such time and in such manner as the board of directors shall determine.  The chairman of the board may, but need not, be an officer of, or employed in an executive or any other capacity by, the corporation.  If the chairman of the board is an officer of, or employed in an executive or any other capacity by, the corporation, the board of directors shall also appoint a lead director.  The lead director shall not be an officer of, or employed in an executive or any other capacity, by the corporation.
 
Section 4 .  Powers of board of directors .  The business and affairs of the corporation shall be managed under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
 
Section 5 .  Place of meetings .  The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
 
Section 6 .  Annual meeting of the board after annual election .  The annual meeting of the board of directors shall be held immediately upon the adjournment of and at the same location as the annual meeting of the stockholders, and no notice of such meeting shall be necessary in order to legally to constitute the meeting, provided a quorum shall be present.
 
Section 7 .  Regular meetings .  Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
 
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Section 8 .  Special meetings .  Special meetings of the board of directors may be called by the chairman of the board or by the chief executive officer on notice to each director sent at least twenty-four (24) hours prior to each such meeting.  Notice of each such meeting shall be delivered personally to each director, or sent by electronic mail, telegram or telex.  Special meetings of the board of directors shall be called by the chairman of the board, the chief executive officer, the president or the secretary in like manner on the written request of two directors.  Such notice shall state the time and place of the meeting but need not state the object of the meeting except in the event that the meeting shall be called for the purpose of amending the by-laws of the corporation.
 
Section 9 .  Quorum .  Except as otherwise provided by the certificate of incorporation or by statute, at all meetings of the board of directors a majority of the directors then in office shall constitute a quorum for the transaction of business, except that in no case shall less than one-third of the total number of directors as determined by the certificate of incorporation and these by-laws constitute a quorum.  The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
 
Section 10 .  Action by written consent .  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee.   Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
 
Section 11 .  Committees of directors .  The board of directors may by resolution passed by a majority of the whole board designate an executive committee and one or more other committees, each committee to consist of one or more directors of the corporation.  The board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
 
Section 12 .  Powers of committees .  The board of directors may authorize the executive committee when the board of directors is not in session to exercise all of the authority of the board of directors in the management of the business and affairs of the corporation, except to the extent that such authority shall be limited by statute, by the certificate of incorporation, by resolution of the board of directors or by these by-laws.  Any other committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation to the extent provided in the resolution of the board of directors creating it, except as such authority shall be limited by statute, by the certificate of
 
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incorporation or by these by-laws.  Any committee may authorize the seal of the corporation to be affixed to all papers which may require it in order for the committee to perform its duties.  No committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.  Such committee or committees other than the executive committee shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
 
Section 13 .  Minutes of meeting .  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
 
Section 14 .  Compensation of directors .  The board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.
 
Section 15 .  Use of conference telephone .  Members of the board of directors or any committee designated by such board may participate in a meeting of such board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other.  Such participation shall constitute presence of the person at the meeting.
 
Section 16 .  Interested Directors.  A director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a director or officer of or has a financial interest in any other corporation, partnership, association or other organization which is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 144 of the General Corporation Law of the State of Delaware.
 
Conflict of interest .  No director shall vote on any contract, or arrangement, or other proposal in which he has a direct and material financial interest.
 
ARTICLE IV
 
NOTICES
 
Section 1 .  Method of giving notice .  Whenever, under any provision of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in
 
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writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.
 
Section 2 .  Waiver of notice .  Whenever notice is required to be given under any provision of the statutes or of the certificate of incorporation or of these bylaws, a written waiver of such notice, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to such notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
 
ARTICLE V
 
OFFICERS
 
Section 1 .  Offices .  The board of directors at its first meeting after each annual meeting of stockholders or as soon thereafter as may be convenient shall elect the officers of the corporation.  The officers shall be a chairman of the board (whether or not the chairman serves as an officer shall be determined by the board of directors); a chief executive officer; a president; a chief financial officer; one or more vice presidents; a treasurer; and a secretary.  The board of directors may elect additional officers and may appoint assistant officers who shall perform such duties as shall be delineated by the board of directors.  Any offices may be held by the same person except as otherwise provided in the certificate of incorporation, in the by-laws, or by statute.
 
Section 2 .  Compensation of officers .  The compensation of all officers and agents of the corporation shall be fixed by or in the manner designated by the board of directors.
 
Section 3 .  Term of office .  Each officer shall hold office for one year and until his successor is chosen and qualifies or until his earlier resignation or removal.  Any officers elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.  The board of directors may enter into any contract with officers with respect to terms or conditions of this service.
 
Section 4 .  Duties of officers .
 
a.  Chairman of the board .  The board of directors shall determine whether or not the chairman of the board serves as an officer of the corporation.  The chairman of the board shall preside at all meetings of stockholders and of the board of directors.  He shall have such other powers and perform such other duties as may from time to time be assigned to him by the board of directors.
 
b.  Chief executive officer .  The chief executive officer shall have the responsibility to supervise and manage the day-to-day operations of the corporation.  The chief executive officer shall have the authority to execute all contracts and agreements, except where required or
 
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permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.  In the absence of the chairman, the chief executive officer shall preside at all meetings of stockholders and the board of directors.  The chief executive officer shall have and perform such other duties as may from time to time be assigned to him by the board of directors.
 
c.  President .  The president shall have and perform such duties as may from time to time be assigned by the board of directors.
 
d.  Chief financial officer .  The chief financial officer shall be the principal financial officer of the corporation and shall have such powers and perform such duties as the chief executive officer may from time to time prescribe.
 
e.  Executive vice presidents, senior vice presidents and vice presidents .  In the absence or disability of the chief executive officer and the president, the executive vice presidents (in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the chief executive officer and the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer and the president.  The executive vice presidents shall perform such other duties and have such other powers as the board of directors or the chief executive officer may from time to time prescribe.  The senior vice presidents shall perform such duties and have such powers as the board of directors, the chief executive officer, the president or any executive vice president may from time to time prescribe.  The vice presidents shall perform such duties and have such powers as the board of directors, the chief executive officer, the president, any executive vice president or any senior vice president may from time to time prescribe.
 
f.  Secretary .  The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the board of directors in books to be kept for that purpose and shall perform like duties for the standing committees when required.  The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the chief executive officer.  The secretary shall have custody of the corporate seal of the corporation and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the secretary or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by signature.
 
g.  Treasurer .  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors.  The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief financial officer an account of all transactions as treasurer and of the financial condition of the corporation; and the
 
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chief financial officer shall forward this information to the board of directors, the chief executive officer and the president.
 
Section 5 .  Bond .  If required by the board of directors, any officer may be required to give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
 
ARTICLE VI
 
STOCK CERTIFICATES
 
Section 1 .  Certificated and uncertificated shares .  Shares of the corporation’s stock may be certificated or uncertificated, as provided under the laws of the State of Delaware.  All certificates of stock of the corporation shall be numbered and shall be entered on the books of the corporation as they are issued.  The certificates shall be signed by, or in the name of the corporation by, the chairman of the board, the chief executive officer, the president, or any executive vice president, senior vice president or vice president and by the treasurer or an assistant treasurer or secretary or an assistant secretary, certifying the number of shares owned by such holder in the corporation.
 
Section 2 . Facsimile signatures .  Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
 
Section 3 .  Lost certificates .  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
 
Section 4 .  Transfers of stock .  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
 
Section 5 .  Record date .  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or
 
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entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such mailing, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
 
Section 6 .  Registered stockholders .  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and, to the extent entitled, to vote as such owner and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the statutes of Delaware.
 
ARTICLE VII
 
GENERAL PROVISIONS
 
Section 1 .  Dividends .  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
 
Section 2 .  Reserves .  Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
 
Section 3 .  Signatures on checks and notes .  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
 
Section 4 .  Fiscal year .  The fiscal year of the corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year.
 
Section 5 .  Seal .  The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced or otherwise.
 
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ARTICLE VIII
 
AMENDMENTS
 
These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.
 
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Exhibit 10.1
 
AON CORPORATION 2011 INCENTIVE PLAN
 
SECTION 1
General
 
1.1   Purpose.   Aon Corporation, a Delaware corporation (“Aon”), has established the Plan to advance the interests of Aon and the Subsidiaries (collectively, the “Company”) by providing a variety of equity-based and cash incentives designed to motivate, retain and attract employees, directors, consultants, independent contractors, agents, and other persons providing services to the Company through the acquisition of a larger personal financial interest in Aon.
 
1.2   Effect on Prior Plans.   After the Approval Date, no further awards will be made under the 2001 Aon Stock Incentive Plan, as amended from time to time (the “2001 Plan”) or the Hewitt Associates, Inc. Amended and Restated Global Stock and Incentive Plan, as amended from time to time (the “Hewitt Plan”), and Shares reserved for issuance thereunder will not be available for future awards thereunder after the Approval Date.
 
SECTION 2
Defined Terms
 
The meaning of capitalized terms used in the Plan are set forth below if not otherwise defined in the text of the Plan.
 
(a)                                   “Affiliate” will have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
 
(b)                                  “Agreement” will have the meaning set forth in subsection 9.9.
 
(c)                                   “Approval Date” means the date on which the Plan is approved by Aon’s stockholders.
 
(d)                                  “Award” means any award described in Sections 6 through 8 of the Plan.
 
(e)                                   “Beneficiary” means the legal representative of the Participant’s estate entitled by will or the laws of descent and distribution to receive the benefits under a Participant’s Award in the event the Participant’s Termination Date occurs on account of death, regardless whether the Participant designated a person or person to receive the balance of his or her benefits under the 2001 Plan, the Hewitt Plan or any other Company plan or program.
 
(f)                                     “Board” means the Board of Directors of Aon.
 
(g)                                  “Cash Incentive Award” has the meaning set forth in subsection 8.1.
 
(h)                                  “Change in Control” means:
 
(1)                                   the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
 
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(2)                                   individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
 
(3)                                   the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
 
(4)                                   the consummation of a plan of complete liquidation or dissolution of the Company.
 
(i)                                      “Code” means the United States Internal Revenue Code of 1986, as amended, and references to any provision of the Code will be deemed to include successor provisions and regulations.
 
(j)                                      “Committee” has the meaning set forth in subsection 4.1.
 
(k)                                   “Effective Date” has the meaning set forth in subsection 9.1.
 
(l)                                      “Eligible Individual” means any officer, director, or other employee of Aon or a Subsidiary, consultants, independent contractors or agents of Aon or a Subsidiary, and persons who are expected to become officers, employees, directors, consultants, independent contractors or agents of Aon or a Subsidiary, including in each case, directors who are not employees of Aon or a Subsidiary.
 
(m)                                “Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
(n)                                  “Expiration Date” has the meaning set forth in subsection 6.9.
 
(o)                                  “Fair Market Value” of a Share means, as of any date and except as otherwise provided by the Committee, the closing sale price of a Share as reported on the New York Stock Exchange Composite Tape (or if the Shares are not traded on the New York Stock Exchange, the closing sale price on the exchange on which they are traded or as reported by an applicable automated quotation system) (“Composite Tape”) on the applicable date or, if no sales of Shares are reported on such date, the closing sale price of a Share on the date a sale was last reported on the Composite Tape (or such other exchange or automated quotation system, if applicable). For purposes of
 
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determining the Fair Market Value of Shares that are sold pursuant to a cashless exercise program, Fair Market Value will be the price at which such Shares are sold.
 
(p)                                  “Full Value Award” has the meaning set forth in subsection 7.1(a).
 
(q)                                  “Incentive Stock Option” means an Option that is intended to satisfy the requirements applicable to an “incentive stock option” described in section 422 of the Code.
 
(r)                                     “Non-Qualified Stock Option” means an Option that is not intended to be an Incentive Stock Option.
 
(s)                                   “Option” has the meaning set forth in subsection 6.1(a).
 
(t)                                     “Outside Director” means a director of Aon who is not an officer or employee of Aon or any Subsidiary.
 
(u)                                  “Participant” will have the meaning set forth in Section 3.
 
(v)                                  “Performance-Based Compensation” will have the meaning set forth in subsection 7.3.
 
(w)                                “Performance Criteria” means performance targets based on one or more of the following criteria: (i) revenues or net revenues; (ii) operating profit or margin; (iii) expenses, operating expenses, marketing and administrative expense, restructuring or other special or unusual items, interest, tax expense, or other measures of savings; (iv) operating earnings, earnings before interest, taxes, depreciation, or amortization, net earnings, earnings per share (basic or diluted) or other measure of earnings; (v) cash flow, including cash flow from operations, investing, or financing activities, before or after dividends, investments, or capital expenditures; (vi) balance sheet performance, including debt, long or short term, inventory, accounts payable or receivable, working capital, or stockholders’ equity; (vii) return measures, including return on invested capital, sales, assets, or equity; (viii) stock price performance or stockholder return; (ix) economic value created or added; (x) implementation or completion of critical projects, including acquisitions, divestitures, and other ventures, process improvements, attainment of other strategic objectives, including market penetration, geographic expansion, product development, regulatory or quality performance, innovation or research goals, or the like. In each case, performance may be measured (A) on an aggregate or net basis; (B) before or after tax or cumulative effect of accounting changes; (C) relative to other approved measures, on an aggregate or percentage basis, over time, or as compared to performance by other companies or groups of other companies; or (D) by product, product line, business unit or segment, or geographic unit. The performance targets may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Where applicable, each of the foregoing performance targets will be determined in accordance with generally accepted accounting principles and will be subject to certification by the Committee; provided that the Committee will have the authority to exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual, special, or non-recurring events and the cumulative effects of tax or accounting principles as identified in the financial results filed with or furnished to the Securities and Exchange Commission.
 
(x)                                    “Person” will have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term will not include (i) Aon or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Aon or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of Aon in substantially the same proportions as their ownership of stock of Aon.
 
(y)                                  “Plan” means this Aon Corporation 2011 Incentive Plan, as it may be duly amended from time to time.
 
(z)                                    “SAR” or “Stock Appreciation Right” has the meaning set forth in subsection 6.1(b).
 
(aa)                             “Share” means a share of common stock, $1.00 par value, of Aon.
 
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(bb)                           “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which a controlling interest in such entity is owned, directly or indirectly, by Aon (or by any entity that is a successor to Aon), and any other business venture designated by the Committee in which Aon (or any entity that is a successor to Aon) has, directly or indirectly, a significant interest (whether through the ownership of securities or otherwise), as determined in the discretion of the Committee. Notwithstanding the foregoing, in the case of an Incentive Stock Option or any determination relating to an Incentive Stock Option, “Subsidiary” means a corporation that is a subsidiary of Aon within the meaning of section 424(f) of the Code.
 
(cc)                             “Substitute Award” means an Award granted or Shares issued by the Company in assumption of, or in substitution or exchange for, an award previously granted, or the right or obligation to make a future award, in all cases by a company acquired by the Company or any Subsidiary of the Company or with which the Company or a Subsidiary combines.
 
(dd)                           “Termination Date” means the date on which a Participant both ceases to be an employee of the Company and ceases to perform material services for the Company (whether as a director or otherwise), regardless of the reason for the cessation; provided that a “Termination Date” will not be considered to have occurred during the period in which the reason for the cessation of services is a leave of absence approved by Aon or the Subsidiary which was the recipient of the Participant’s services; and provided, further that, with respect to an Outside Director, “Termination Date” means date on which the Outside Director’s service as an Outside Director terminates for any reason.
 
SECTION 3
Participation
 
Subject to the terms and conditions of the Plan, a “Participant” in the Plan is any Eligible Individual to whom an Award is granted under the Plan. Subject to the terms and conditions of the Plan, the Committee will determine and designate, from time to time, from among the Eligible Individuals those persons who will be granted one or more Awards under the Plan. Subject to the terms and conditions of the Plan, a Participant may be granted any Award permitted under the provisions of the Plan and more than one Award may be granted to a Participant. Except as otherwise agreed by Aon and the Participant, or except as otherwise provided in the Plan, an Award under the Plan will not affect any previous Award under the Plan or an award under any other plan maintained by Aon or any Subsidiary.
 
SECTION 4
Committee
 
4.1   Administration By Committee.   The authority to control and manage the operation and administration of the Plan will be vested in the committee described in subsection 4.2 (the “Committee”) in accordance with this Section 4. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
 
4.2   Selection of Committee.   So long as Aon is subject to Section 16 of the Exchange Act, the Committee will be selected by the Board and will consist of not fewer than two members of the Board or such greater number as may be required for compliance with Rule 16b-3 issued under the Exchange Act and will be comprised of persons who are independent for purposes of applicable stock exchange listing requirements. Any Award granted under the Plan that is intended to constitute Performance-Based Compensation (including Options and SARs) will be granted by a Committee consisting solely of two or more “outside directors” within the meaning of section 162(m) of the Code and applicable regulations; provided, however, that as of the Effective Date and continuing thereafter unless and until otherwise specified by the Board, the Committee will be the Organization & Compensation Committee of the Board.
 
Notwithstanding any other provision of the Plan to the contrary, with respect to any Awards to Outside Directors, the Committee for purposes of this Section 4 will be the Board.
 
4.3   Powers of Committee.   The authority to manage and control the operation and administration of the Plan will be vested in the Committee, subject to the following:
 
(a)                                   Subject to the provisions of the Plan (including subsection 4.3(e)), the Committee will have the authority and discretion to (i) select Eligible Individuals who will receive Awards under the Plan, (ii) determine the time or times of receipt of Awards, (iii) determine the types of Awards and the number of Shares covered by the
 
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Awards, (iv) establish the terms, conditions, performance targets, restrictions, and other provisions of such Awards, (v) modify the terms of, cancel, or suspend Awards; (vi) reissue or repurchase Awards, and (vii) accelerate the exercisability or vesting of any Award. In making such Award determinations, the Committee may take into account the nature of services rendered by the respective individual, the individual’s present and potential contribution to Aon’s or a Subsidiary’s success and such other factors as the Committee deems relevant.
 
(b)                                  Subject to the provisions of the Plan, the Committee will have the authority and discretion to determine the extent to which Awards under the Plan will be structured to conform to the requirements applicable to Performance-Based Compensation, and to take such action, establish such procedures, and impose such restrictions at the time such Awards are granted as the Committee determines to be necessary or appropriate to conform to such requirements.
 
(c)                                   Subject to the provisions of the Plan, the Committee will have the authority and discretion to conclusively interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, to remedy any defect or omission and reconcile any inconsistency in the Plan or any Award, and to make all other determinations that may be necessary or advisable for the administration of the Plan including the termination thereof.
 
(d)                                  Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.
 
(e)                                   Except as otherwise expressly provided in the Plan, where the Committee is authorized to make a determination with respect to any Award, such determination will be made at the time the Award is made, except that the Committee may reserve the authority to have such determination made by the Committee in the future (but only if such reservation is made at the time the Award is granted is expressly stated in the Agreement reflecting the Award and is permitted by applicable law).
 
4.4   Delegation by Committee.   Except to the extent prohibited by applicable law or the rules of any stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, except that Awards to individuals who are designated as “officers” under Rule 16a-1(f) of the Exchange Act may be made solely by the Committee. Any such allocation or delegation may be revoked by the Committee at any time.
 
4.5   Information to be Furnished to Committee.   The Company will furnish the Committee such data and information as may be required for it to discharge its duties. The records of the Company as to an individual’s employment or provision of services, termination of employment or cessation of the provision of services, leave of absence, reemployment and compensation will be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.
 
4.6   Liability and Indemnification of Committee.   No member or authorized delegate of the Committee will be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct; nor will Aon or any Subsidiary be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of Aon or a Subsidiary. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the Plan, will be indemnified by Aon against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification will not duplicate but may supplement any coverage available under any applicable insurance.
 
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SECTION 5
Shares Reserved and Limitations
 
5.1   Shares and Other Amounts Subject to the Plan.   The Shares for which Awards may be granted under the Plan will be subject to the following:
 
(a)                                   The Shares with respect to which Awards may be made under the Plan will be shares currently authorized but unissued or currently held or subsequently acquired by Aon as treasury shares, including shares purchased in the open market or in private transactions.
 
(b)                                  Subject to the provisions of subsection 5.2, the number of Shares which may be issued with respect to Awards under the Plan will be equal to 25 million Shares (the “Share Pool”). Except as otherwise provided herein, any Shares subject to an Award under this Plan which for any reason expires or is forfeited, cancelled, surrendered, or terminated without issuance of Shares will again be available under the Plan. Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are: (i) Shares that were subject to a stock-settled SAR and were not issued or delivered upon the net settlement of such SAR; (ii) Shares delivered to or withheld by Aon to pay the exercise price or the withholding taxes related to an outstanding Award; and (iii) Shares repurchased on the open market with the proceeds of an Option exercise.
 
(c)                                   Substitute Awards will not reduce the Shares that may be issued under the Plan or that may be covered by Awards granted to any one Participant during any calendar year pursuant to subsection 5.1(e) or subsection 5.1(f).
 
(d)                                  Except as expressly provided by the terms of this Plan, the issuance by Aon of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or for labor or services, either upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of Aon or any Subsidiary convertible into such shares or other securities, will not affect, and no adjustment by reason thereof, will be made with respect to Awards then outstanding hereunder.
 
(e)                                   Subject to the following provisions of this subsection 5.1, the maximum number of Shares that may be delivered to Participants and their Beneficiaries with respect to Incentive Stock Options under the Plan will be 15 million; provided, however, that to the extent that shares not delivered must be counted against this limit as a condition of satisfying the rules applicable to Incentives Stock Options, such rules will apply to the limit on Incentive Stock Options granted under the Plan.
 
(f)                                     The maximum number of Shares that may be covered by Awards granted to any one Participant during any one calendar-year period pursuant to this Plan will be 1,500,000. For purposes of this subsection 5.1(g), if an Option is in tandem with an SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to such share, the tandem Option and SAR rights with respect to each Share will be counted as covering but one Share for purposes of applying the limitations of this subsection 5.1(f).
 
5.2   Adjustments to Shares.   In the event there is a change in the capital structure of the Company as a result of any stock dividend or split, recapitalization, issuance of a new class of common stock, merger, consolidation, spin-off or other similar corporate change, or any distribution to stockholders holding Shares other than regular cash dividends, the Committee shall make an equitable adjustment (in the manner and form determined in the Committee’s sole discretion) in the number of Shares and forms of the Awards authorized to be granted under the Plan, including any limitation imposed on the number of Shares of Common Stock with respect to which an Award may be granted in the aggregate under the Plan or to any Participant, and make appropriate adjustments (including exercise price) to any outstanding Awards.
 
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SECTION 6
Options and SARS
 
6.1   Definitions.
 
(a)                                   The grant of an “Option” under the Plan entitles the Participant to purchase Shares at an Exercise Price established by the Committee at the time the Option is granted. Options granted under this Section 6 may be either Incentive Stock Options or Non-Qualified Stock Options, as determined in the discretion of the Committee; provided, however, that Incentive Stock Options may only be granted to employees of Aon or a Subsidiary. An Option will be deemed to be a Non-Qualified Stock Option unless it is specifically designated by the Committee as an Incentive Stock Option.
 
(b)                                  A grant of a “stock appreciation right” or “SAR” entitles the Participant to receive, in cash or Shares (as determined in accordance with the terms of the Plan), value equal to the excess of: (i) the Fair Market Value of a specified number of Shares at the time of exercise; over (ii) an Exercise Price established by the Committee at the time of grant.
 
(c)                                   An Option may but need not be in tandem with an SAR, and an SAR may but need not be in tandem with an Option (in either case, regardless of whether the original award was granted under this Plan or another plan or arrangement). If an Option is in tandem with an SAR, the Exercise Price of both the Option and SAR will be the same, and the exercise of the Option or SAR with respect to a Share will cancel the corresponding tandem SAR or Option right with respect to such share.
 
6.2   Eligibility.   The Committee will designate the Participants to whom Options or SARs are to be granted under this Section 6 and will determine the number of Shares subject to each such Option or SAR and the other terms and conditions thereof, not inconsistent with the Plan.
 
6.3   Limits on Incentive Stock Options.   If the Committee grants Incentive Stock Options, then to the extent that the aggregate fair market value of Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans of the Company) exceeds $100,000, such Options will be treated as Non-Qualified Stock Options to the extent required by section 422 of the Code.
 
6.4   Exercise Price.   The “Exercise Price” of an Option or SAR will be established by the Committee at the time the Option or SAR is granted; provided, however, in no event will such price be less than 100% of the Fair Market Value of a Share on such date.
 
6.5   Exercise/Vesting.   Except as otherwise expressly provided in the Plan, an Option or SAR granted under the Plan will be exercisable in accordance with the following:
 
(a)                                   An Option or SAR granted under this Section 6 will be exercised, in whole or in part (but with respect to whole Shares only) by giving notice to Aon or its designee prior to the Expiration Date applicable thereto. Such notice will specify the number of Shares being exercised and such other information as may be required by the Committee or its designee.
 
(b)                                  No Option or SAR may be exercised prior to the date on which it is exercisable (or vested) or after the Expiration Date.
 
(c)                                   The terms and conditions relating to exercise and vesting of an Option or SAR will be established by the Committee to the extent not inconsistent with the Plan, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise or the achievement of Share ownership objectives by the Participant. Notwithstanding the foregoing, in no event will an Option or SAR granted to any employee become exercisable or vested prior to the first anniversary of the date on which it is granted (subject to acceleration of exercisability and vesting, to the extent permitted by, and subject to such terms and conditions determined by the Committee, in the event of the Participant’s death, disability, retirement, or involuntary termination or in connection with a change in control).
 
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6.6   Method of Exercise; Payment of Exercise Price.   A Participant may exercise an Option (i) by giving notice to the Committee or its designee specifying the number of whole Shares to be purchased and accompanying such notice with payment therefor in full, and without any extension of credit, either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Committee or its designee) to the Committee or its designee of previously owned whole Shares having a Fair Market Value, determined as of the date immediately preceding the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Committee to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, provided that the Committee determines that such withholding of Shares does not cause the Company to recognize an increased compensation expense under applicable accounting principles, (D) except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom the Participant has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C) and (ii) by executing such documents as the Committee may reasonably request. Any fraction of a Share which would be required to pay such purchase price will be disregarded and the remaining amount due will be adjusted through the federal tax withholding mechanism. No Shares will be issued and no certification representing Common Stock will be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 9.5, have been paid.
 
6.7   Post-Exercise Limitations.   The Committee, in its discretion, may provide in an Award such restrictions on Shares acquired pursuant to the exercise of an Option as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, Share ownership by the Participant and such other factors as the Committee determines to be appropriate.
 
6.8   No Repricing.   Except for adjustments pursuant to subsection 5.2 (Adjustments to Shares) or reductions of the Exercise Price approved by Aon’s stockholders, the Exercise Price for any outstanding Option or SAR may not be decreased after the date of grant nor may an outstanding Option or SAR granted under the Plan be surrendered to Aon as consideration for the grant of a new Award, cash, or replacement Option or SAR with a lower exercise price. In addition, no repricing of an Option or SAR will be permitted without the approval of Aon’s stockholders if such approval is required under the rules of any stock exchange on which Shares are listed; provided, however, that the foregoing prohibition shall not apply to the actions permitted under subsection 9.2 (Change in Control).
 
6.9   Expiration Date.   The “Expiration Date” with respect to an Option or SAR means the date established as the Expiration Date by the Committee at the time of the grant; provided, however, that in no event will the Expiration Date of an Option or SAR be later than the date that is ten years after the date on which the Option or SAR is granted (or such shorter period required by law or the rules of any stock exchange).
 
SECTION 7
Full Value Awards
 
7.1   Definitions.
 
(a)                                   A “Full Value Award” is a grant of one or more Shares or a right to receive one or more Shares in the future (including restricted shares, restricted share units, deferred shares, deferred share units, performance shares and performance share units), with such grant subject to one or more of the following, as determined by the Committee:
 
(i)                                      The grant may be in consideration of a Participant’s previously performed services, or surrender of other compensation that may be due.
 
(ii)                                   The grant may be contingent on the achievement of performance or other objectives during a specified period.
 
(iii)                                The grant may be subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant or achievement of performance or other objectives.
 
(iv)                               The grant may also be subject to such other conditions, restrictions and contingencies, as determined by the Committee, including provisions relating to dividend or dividend equivalent rights and deferred payment or settlement.
 
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7.2   Special Vesting Rules.   If an employee’s right to become vested in a Full Value Award is conditioned on the completion of a specified period of service with Aon or one or more Subsidiaries, without achievement of performance targets or other performance objectives (whether or not related to performance measures) being required as a condition of vesting, and without it being granted in lieu of other compensation, then the required period of service for full vesting will be not less than one year (subject, to the extent provided by, and subject to such terms and conditions determined by, the Committee, to prorated vesting over the course of such one-year period and to acceleration of vesting in the event of the Participant’s death, disability, involuntary termination or otherwise in connection with a change in control, or retirement). The foregoing requirements will not apply to (a) grants made to newly eligible Participants to replace awards from a prior employer and (b) grants that are a form of payment of earned performance awards or other incentive compensation.
 
7.3   Performance-Based Full Value Awards.   Any Full Value Award granted to any Participant may constitute “Performance-Based Compensation” within the meaning of section 162(m) of the Code and regulations thereunder. If any such award is intended to satisfy the requirements for Performance-Based Compensation under section 162(m) of the Code, then to the extent required by section 162(m), any Full Value Award so designated will be conditioned on the achievement of one or more performance targets as determined by the Committee and the following additional requirements will apply:
 
(a)                                   The performance targets established for the performance period established by the Committee will be objective (as that term is described in regulations and other guidance under section 162(m) of the Code), and will be established in writing by the Committee not later than 90 days after the beginning of the performance period (but in no event after 25% of the performance period has elapsed), and while the outcome as to the performance targets is substantially uncertain. The performance targets established by the Committee will be based on one or more of the Performance Criteria.
 
(b)                                  A Participant otherwise entitled to receive a Full Value Award for any performance period will not receive a settlement or payment of the Award until the Committee has determined that the applicable performance target(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this subsection 7.3(b), such exercise of discretion may not result in an increase in the amount of the payment unless such discretion is exercised pursuant to Section 9.2 hereof.
 
(c)                                   Except as otherwise provided by the Committee, if a Participant’s Termination Date occurs because of death or disability, the Participant’s Full Value Award will become vested without regard to whether the Full Value Award would be Performance-Based Compensation.
 
Nothing in this Section 7 will preclude the Committee from granting Full Value Awards under the Plan or the Committee, Aon or any Subsidiary from granting any cash incentive awards outside of the Plan that are not intended to be Performance-Based Compensation; provided, however, that to the extent that the provisions of this Section 7 reflect the requirements applicable to Performance-Based Compensation, such provisions will not apply to the portion of the Award, if any, that is not intended to constitute Performance-Based Compensation.
 
SECTION 8
Cash Incentive Awards
 
8.1   Grant of Cash Incentive Awards.   Subject to the terms of the Plan, the Committee may grant to a Participant the right to receive a payment in cash (or, in the discretion of the Committee, in Shares equivalent in value to the cash otherwise payable) at any time and from time to time, as determined by the Committee (“Cash Incentive Award”). Each Cash Incentive Award will have a value as determined by the Committee, and the Committee may subject an Award to Performance Criteria or any other conditions, restrictions or contingencies, as determined in the Committee’s discretion. Payment of earned Cash Incentive Awards will be as determined by the Committee and evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Cash Incentive Awards in the form of cash or Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Award. The determination of the Committee with respect to the time and form of payout of such Awards will be set forth in the Award Agreement pertaining to the grant of the Award.
 
8.2   Performance-Based Cash Incentive Awards.   Any Cash Incentive Award granted to any Participant may constitute “Performance-Based Compensation” within the meaning of section 162(m) of the Code and regulations thereunder. If any such award is intended to satisfy the requirements for Performance-Based Compensation under section 162(m) of the Code, then to the extent required by section 162(m), any Cash Incentive Award so designated will be conditioned on the
 
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achievement of one or more performance targets as determined by the Committee and the following additional requirements will apply:
 
(a)                                   The performance targets established for the performance period established by the Committee will be objective (as that term is described in regulations under section 162(m) of the Code), and will be established in writing by the Committee not later than 90 days after the beginning of the performance period (but in no event after 25% of the performance period has elapsed), and while the outcome as to the performance targets is substantially uncertain. The performance targets established by the Committee will be based on one or more of the Performance Criteria.
 
(b)                                  A Participant otherwise entitled to receive a Cash Incentive Award for any performance period will not receive a settlement or payment of the Award until the Committee has determined that the applicable performance target(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this subsection 8.2, such exercise of discretion may not result in an increase in the amount of the payment, unless such discretion is exercised pursuant to Section 9.2 hereof.
 
(c)                                   Except as otherwise provided by the Committee, if a Participant’s Termination Date occurs because of death or disability, the Participant’s Cash Incentive Award will become vested without regard to whether the Cash Incentive Award would be Performance-Based Compensation.
 
(d)                                  The maximum amount payable pursuant to a Cash Incentive Award to any Participant in any calendar year is $10,000,000.
 
Nothing in this Section 8 will preclude the Committee from granting Cash Incentive Awards under the Plan or the Committee, Aon or any Subsidiary from granting any cash incentive awards outside of the Plan that are not intended to be Performance-Based Compensation; provided, however, that to the extent that the provisions of this Section 8 reflect the requirements applicable to Performance-Based Compensation, such provisions will not apply to any Cash Incentive Award that is not intended to constitute Performance-Based Compensation. Except as otherwise provided in the applicable program or arrangement, distribution of any Cash Incentive Awards by the Company for a performance period ending in a calendar year will be made to the Participant not later than March 15 of the following calendar year.
 
SECTION 9
Operation and Administration
 
9.1   Effective Date and Approval Date.   The Plan will be effective as of the date it is adopted by the Board (the “Effective Date”); provided, however, that Awards granted under the Plan prior to the Approval Date will be contingent on approval of the Plan by Aon’s stockholders. The Plan will be unlimited in duration and, in the event of Plan termination, will remain in effect as long as any Shares awarded under it are outstanding and not fully vested; provided, however, that no new Awards will be made under the Plan on or after the tenth anniversary of the date on which the Plan is adopted by the Board.
 
9.2   Change in Control.   (a) Notwithstanding any provision of this Plan or Award agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion:
 
(i)                                      require that (A) some or all outstanding Options and SARs will immediately become exercisable in full or in part, (B) the vesting period applicable to some or all outstanding restricted shares and restricted stock units will lapse in full or in part, (C) the performance period applicable to some or all outstanding Awards will lapse in full or in part, and (D) the performance targets applicable to some or all outstanding Awards will be deemed to be satisfied at the target, maximum or any other level;
 
(ii)                                   require that Shares of Common Stock of the Company resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares subject to an outstanding Award, with an appropriate and equitable adjustment to such Award as determined by the Board in accordance with Section 5.2;
 
(iii)                                require outstanding Awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (x) in the case of an Option or a SAR, the number of Shares then subject to the portion of such Option or SAR surrendered, to the extent such Option or SAR is then exercisable or becomes exercisable pursuant to
 
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Section 6.5 above, multiplied by the excess, if any, of the Fair Market Value of a Share as of the date of the Change in Control, over the purchase price or base price per Share subject to such Option or SAR, (y) in the case of restricted shares or restricted stock units, the number of Shares then subject to the portion of such Award surrendered, to the extent the vesting period and performance period, if any, on such Award have lapsed or will lapse pursuant to Section 7.2 above and to the extent that the performance targets, if any, have been satisfied or are deemed satisfied pursuant to Sections 7.2 or 7.3 above, multiplied by the Fair Market Value of a Share as of the date of the Change in Control, and (z) in the case of performance shares and performance share units, the Fair Market Value of the Shares then subject to the portion of such Award surrendered, to the extent the performance period applicable to such Award has lapsed or will lapse pursuant to Section 7.3 above and to the extent the performance targets applicable to such Award have been satisfied or are deemed satisfied pursuant to Section 7.3 above; (B) Shares of Common Stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to Clause (B) above; and/or
 
(iv)                               take such other action as the Board deems appropriate, in its sole discretion.
 
9.3   Special Director Provisions.   Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided by the Board, awards to non-employee directors will be made in accordance with the terms of the Aon Corporation Non-Employee Directors’ Deferred Stock Unit Plan, as amended, and all such awards will be deemed to be made under the Plan.
 
9.4   Limit on Distribution.   Distribution of Shares or other amounts under the Plan will be subject to the following:
 
(a)                                   Notwithstanding any other provision of the Plan, Aon will have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.
 
(b)                                  In the case of a Participant who is subject to Section 16(a) and 16(b) of the Exchange Act, the Committee may, at any time, add such conditions and limitations to any Award to such Participant, or any feature of any such Award, as the Committee, in its sole discretion, deems necessary or desirable to comply with Section 16(a) or 16(b) and the rules and regulations thereunder or to obtain any exemption therefrom.
 
(c)                                   To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
 
9.5   Withholding.   All Awards and other payments under the Plan are subject to withholding of all applicable taxes, which withholding obligations may be satisfied, with the consent of the Committee, through the surrender of Shares which the Participant already owns or to which a Participant is otherwise entitled under the Plan; provided, however, with the consent of the Committee, previously-owned Shares that have been held by the Participant or Shares to which the Participant is entitled under the Plan may only be used to satisfy the minimum tax withholding required by applicable law (or other rates that will not have a negative accounting impact).
 
9.6   Transferability.   Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution or, to the extent provided by the Committee, pursuant to a qualified domestic relations order (within the meaning of the Code and applicable rules thereunder). To the extent that the Participant who receives an Award under the Plan has the right to exercise such Award, the Award may be exercised during the lifetime of the Participant only by the Participant. Notwithstanding the foregoing provisions of this subsection 9.6, the Committee may permit Awards under the Plan to be transferred to or for the benefit of the Participant’s family (including, without limitation, to a trust or partnership for the benefit of a Participant’s family), subject to such procedures as the Committee may establish. In no event will an Incentive Stock Option be transferable to the extent that such transferability would violate the requirements applicable to such option under section 422 of the Code.
 
9.7   Notices.   Any notice or document required to be filed with the Committee or the Company under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee or the Company, in care of Aon at its principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan (other than a notice of election) may be waived by the person entitled to notice.
 
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9.8   Form and Time of Elections.   Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, will be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee requires.
 
9.9   Agreement With Aon or Subsidiary.   At the time of an Award to a Participant under the Plan, the Committee may require a Participant to enter into an agreement with Aon or the Subsidiary, as applicable (the “Agreement”), in a form specified by the Committee, agreeing to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe.
 
9.10   Limitation of Implied Rights.
 
(a)                                   Neither a Participant nor any other person will, by reason of the Plan, acquire any right in or title to any assets, funds or property of the Company whatsoever, including without limitation, any specific funds, assets, or other property which the Company, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant will have only a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of the Company. Nothing contained in the Plan constitutes a guarantee by the Company or any Subsidiary that the assets of such companies will be sufficient to pay any benefits to any person.
 
(b)                                  The Plan does not constitute a contract of employment or continued service, and selection as a Participant will not give any employee the right to be retained in the employ or service of the Company, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Award under the Plan will confer upon the holder thereof any right as a stockholder of Aon prior to the date on which he fulfills all service requirements and other conditions for receipt of such rights and Shares are registered in his name. Without limiting the generality of the foregoing, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of restricted stock granted under the Plan may be granted the right to exercise full voting rights with respect to those Shares during the vesting period. A Participant will have no voting rights with respect to any restricted stock units granted hereunder.
 
(c)                                   During the vesting period, Participants holding Shares of restricted stock, restricted stock units, performance Shares or performance share units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or dividend equivalents while they are so held in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including, but not limited to, cash or Shares.
 
9.11   Forfeiture Events.   The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but are not limited to, termination of employment for cause, violation of material Company, Affiliate or Subsidiary policy, breach of noncompetition, non-solicitation or confidentiality provisions that apply to the Participant, a determination that the payment of the Award was based on an incorrect determination that financial or other criteria were met or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates or the Subsidiaries.
 
9.12   Clawback Policy.   Any compensation earned or paid pursuant to this Plan is subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
 
9.13   Evidence.   Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.
 
9.14   Action by Aon or Subsidiary.   Any action required or permitted to be taken by Aon or any Subsidiary will be by resolution of its board of directors or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board or (except to the extent prohibited by applicable law or the rules of any stock exchange) by a duly authorized officer of Aon.
 
9.15   Gender and Number.   Where the context allows, words in any gender include any other gender, words in the singular include the plural and the plural includes the singular, and the term “or” also means “and/or” and the term “including” means “including but not limited to”.
 
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9.16   Applicable Law.   The provisions of the Plan will be construed in accordance with the laws of the State of Delaware, without giving effect to choice of law principles.
 
9.17   Foreign Participants.   Notwithstanding any other provision of the Plan to the contrary, the Committee may grant Awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. In furtherance of such purposes, the Committee may make such modifications, amendments, procedures and subplans as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which Aon or a Subsidiary operates or has employees.
 
9.18   Construction.   If any provision of the Plan or any Award agreement relating to an award intended to satisfy the requirements for Performance-Based Compensation under section 162(m) of the Code does not comply or is inconsistent with such requirements of section 162(m) of the Code, such provision will be construed or deemed amended to the extent necessary to conform to such requirements.
 
SECTION 10
Amendment and Termination
 
The Board may, at any time, amend or terminate the Plan, and the Board or the Committee may amend any Agreement, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living and if applicable, the Beneficiary), adversely affect the rights of any Participant or, if applicable, Beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board (or the Committee, if applicable); and further provided that adjustments pursuant to subsection 5.2 will not be subject to the foregoing limitations of this Section 10; and further provided no amendment will be made to the provisions of subsection 6.8 (relating to Option and SAR repricing) without the approval of Aon’s stockholders; and provided further, that no other amendment will be made to the Plan without the approval of Aon’s stockholders if the approval of Aon’s stockholders of such amendment is required by law or the rules of any stock exchange on which Shares are listed.
 
SECTION 11
Section 409A of the Code
 
11.1   Intent to Comply with Section 409A of the Code.   Notwithstanding anything in this Plan to the contrary (for purposes of this section, “Plan” includes all Awards under the Plan), the Plan will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code to the extent subject to Section 409A of the Code. The Committee, in its sole discretion, will determine the requirements of Section 409A of the Code applicable to the Plan and will interpret the terms of the Plan consistently therewith. Under no circumstances, however, will the Company or any Subsidiary or Affiliate or any of its employees, officers, directors, service providers or agents have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Section 409A of the Code. Any payments to Award holders pursuant to this Plan are also intended to be exempt from Section 409A of the Code to the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then, if applicable, under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment will be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral will be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption will be made without regard to any payments which qualify as short-term deferrals. To the extent any amounts under this Plan are payable by reference to an Award holder’s “termination of employment,” such term will be deemed to refer to the Award holder’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Plan, if an Award holder is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Award holder’s separation from service, then to the extent any amount payable under this Plan (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Award holder’s separation from service and (iii) under the terms of this Plan would be payable prior to the six-month anniversary of the Award holder’s separation from service, such payment will be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of the award holder’s death.
 
11.2   Prohibition on Acceleration of Payments.   The time or schedule of any settlement or amount scheduled to be paid pursuant to the terms of the Plan or any Agreement may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.
 
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